Common use of INDEMNIFICATION AND RIGHT OF SET-OFF Clause in Contracts

INDEMNIFICATION AND RIGHT OF SET-OFF. Seller indemnifies Buyer and shall hold Buyer harmless from any and all debts, claims, actions, losses, damages and attorney’s fees, existing or that may arise from or be related to Seller’s operation and ownership of the Business, except any liabilities assumed by Buyer hereunder. In the event Bxxxx should become aware of any such claim against the Business not disclosed by Seller prior to Closing, Bxxxx shall promptly notify Seller, in writing, of such claim. In the event Seller does not satisfy said claim or said claim is not disputed within ten (10) days from the receipt of such notice, Buyer may, at its sole discretion, pay such claim and receive full credit against the next payment(s) due under any Promissory Note” owed to Seller under this Contract; and this right of set-off shall be incorporated into any “Promissory Note.” In the event of a cash sale, or wholly third- party financing, the parties agree that the Closing Agent shall retain $0 from the Seller’s closing proceeds for a period of NO days to secure the Seller’s indemnification responsibilities as provided for herein.

INDEMNIFICATION AND RIGHT OF SET-OFF. Seller indemnifies Buyer and shall hold Buyer harmless from any and all debts, claims, actions, losses, damages and attorney’s 's fees, existing or that may arise from or be related to Seller’s 's operation and ownership of the Business, except any liabilities assumed by Buyer hereunder. In the event Bxxxx Buyer should become aware of any such claim against the Business not disclosed by Seller prior to Closing, Bxxxx Buyer shall promptly notify Seller, in writing, of such claim. In the event Seller does not satisfy said claim or said claim is not disputed within ten (10) days from the receipt of such notice, Buyer may, at its sole discretion, pay such claim and receive full credit against the next payment(s) due under any Promissory Note” owed to Seller under this Contract; and this right of set-off shall be incorporated into any “Promissory Note.” In the event of a cash sale, or wholly third- third party financing, the parties agree that the Closing Agent shall retain $0 _____ from the Seller’s 's closing proceeds for a period of NO __ days to secure the Seller’s 's indemnification responsibilities as provided for herein.

INDEMNIFICATION AND RIGHT OF SET-OFF. Seller indemnifies Buyer and shall hold Buyer harmless from any and all debts, claims, actions, losses, damages and attorney’s fees, existing or that may arise from or be related to Seller’s operation and ownership of the Business, except any liabilities assumed by Buyer hereunder. In the event Bxxxx should become aware of any such claim against the Business not disclosed by Seller prior to Closing, Bxxxx shall promptly notify Seller, in writing, of such claim. In the event Seller does not satisfy said claim or said claim is not disputed within ten (10) days from the receipt of such notice, Buyer may, at its sole discretion, pay such claim and receive full credit against the next payment(s) due under any Promissory Note” owed to Seller under this Contract; and this right of set-off shall be incorporated into any “Promissory Note.” In the event of a cash sale, or wholly third- third-party financing, the parties agree that the Closing Agent shall retain $0 from the Seller’s closing proceeds for a period of NO days to secure the Seller’s indemnification responsibilities as provided for herein.

INDEMNIFICATION AND RIGHT OF SET-OFF. Seller indemnifies Buyer and shall hold Buyer harmless from any and all debts, claims, actions, losses, damages and attorney’s 's fees, existing or that may arise from or be related to Seller’s 's operation and ownership of the Business, except any liabilities assumed by Buyer hereunder. In the event Bxxxx Xxxxx should become aware of any such claim against the Business not disclosed by Seller prior to Closing, Bxxxx Xxxxx shall promptly notify Seller, in writing, of such claim. In the event Seller does not satisfy said claim or said claim is not disputed within ten (10) days from the receipt of such notice, Buyer may, at its sole discretion, pay such claim and receive full credit against the next payment(s) due under any Promissory Note” owed to Seller under this Contract; and this right of set-off shall be incorporated into any “Promissory Note.” In the event of a cash sale, or wholly third- third party financing, the parties agree that the Closing Agent shall retain $0 ________ from the Seller’s 's closing proceeds for a period of NO _______ days to secure the Seller’s 's indemnification responsibilities as provided for herein.

INDEMNIFICATION AND RIGHT OF SET-OFF. Seller indemnifies Buyer and shall hold Buyer harmless from any and all debts, claims, actions, losses, damages and attorney’s 's fees, existing or that may arise from or be related to Seller’s 's past operation and ownership of the Business, except any liabilities assumed by Buyer hereunder. In the event Bxxxx Buyer should become aware of any such claim against the Business not disclosed by Seller prior to Closing, Bxxxx Buyer shall promptly notify Seller, promptxx xxtify Seller in writing, writing of such claim. In the event Seller does not satisfy said claim or said claim is not disputed within ten (10) days from the receipt of such notice, Buyer may, at its is sole discretionoption, subsequent to Closing, pay such claim and receive full credit against the next payment(s) due under any Promissory Note” Note owed to Seller under this Contract; and this right of set-off shall be incorporated into any “Promissory Note.” contract. In the event of a cash saletransaction, or wholly third- third party financing, the parties agree that the Closing Agent shall retain Twenty Five Thousand $0 25K from the Seller’s Seller closing proceeds for a period of NO 90 days to secure the Seller’s 's indemnification responsibilities as provided for herein.